UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the
Securities Exchange Act of 1934
FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II
(Name of Subject Company (Issuer))
FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II
(Name of Filing Person (Issuer))
AUCTION MARKET PREFERRED SHARES, SERIES A
AUCTION MARKET PREFERRED SHARES, SERIES B
PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
Series A - 33733U 207
Series B - 33733U 306
(CUSIP Number of Class of Securities)
W. Scott Jardine, Esq.
Secretary
First Trust/Four Corners Senior Floating Rate Income Fund II
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
Telephone: (800) 621-1675
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Person(s))
With a Copy to:
Eric F. Fess
Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
Telephone: (312) 845-3000
Calculation of Filing Fee
Transaction Valuation Amount of Filing Fee
$80,016,778(a) $4,464.94(b)
(a) The transaction value is estimated solely for the purpose of calculating
the filing fee. It is calculated as the aggregate maximum purchase price to
be paid for 1,600 Auction Market Preferred Shares, Series A, and 1,600
Auction Market Preferred Shares, Series B, in the offer, based upon a price
of 100% of the liquidation preference of $25,000 per share plus unpaid
dividends accrued through September 28, 2009 at assumed rates equal to the
current applicable dividend rates.
(b) Calculated at $55.80 per $1,000,000 of the Transaction Valuation.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
Amount Previously Paid: $4,464.94 Filing Party: First Trust/Four
Corners Senior Floating Rate
Income Fund II
Form or Registration No.: Schedule TO Date Filed: August 28, 2009 and
September 15, 2009
[X] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [X]
INTRODUCTION
This Amendment No. 2 (this "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO filed with the Securities and Exchange
Commission on August 28, 2009, as amended by Amendment No. 1 filed on September
15, 2009 (the "Schedule TO") by First Trust/Four Corners Senior Floating Rate
Income Fund II (the "Fund"), pursuant to Rule 13e-4 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), which relates to the
Fund's offer to purchase for cash up to 100% of its outstanding Auction Market
Preferred Shares, par value $0.01 per share ("AMPS"), consisting of 1,600 shares
of Series A AMPS and 1,600 shares of Series B AMPS (collectively, the "AMPS
Shares"), upon the terms and subject to the conditions set forth in the Fund's
Offer to Purchase dated August 28, 2009 (the "Offer to Purchase") and the
related Letter of Transmittal, which together constitute the "Offer" and which
are filed as exhibits (a)(1)(i) and (a)(1)(ii), respectively, to the Schedule
TO.
All information in the Offer, including all schedules and annexes
thereto, which was previously filed with the Schedule TO, is expressly
incorporated by reference in this Amendment in response to all items required in
the Schedule TO, except that such information is hereby amended and restated to
the extent specifically provided for herein. All capitalized terms used in this
Amendment and not otherwise defined herein have the respective meanings ascribed
to them in the Offer. This Amendment is the final amendment to the Schedule TO
and is being filed in satisfaction of the reporting requirements of Rule
13e-4(c)(4) under the Exchange Act.
ITEM 4. TERMS OF THE TRANSACTION
Item 4 of the Schedule TO is hereby amended and supplemented by adding
the following thereto:
On September 29, 2009, the Fund issued a press release announcing the
final results of the Offer, which expired at 5:00 p.m. Eastern Time, on
September 28, 2009. A copy of the press release relating to the announcement of
the final results of the Offer is filed herewith as Exhibit (a)(5)(iv) and is
incorporated herein by reference.
ITEM 12. EXHIBITS
Item 12 of the Schedule TO is hereby amended and supplemented to add
the following exhibit:
(a)(5)(iv) Press Release issued by the Fund dated September 29, 2009.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
FIRST TRUST/FOUR CORNERS SENIOR
FLOATING RATE INCOME FUND II
By: /s/ James A. Bowen
-------------------------------
Name: James A. Bowen
Title: President
Dated: September 29, 2009
EXHIBIT INDEX
Exhibit No. Document
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(a)(1)(i)* Offer to Purchase dated August 28, 2009
(a)(1)(ii)* Letter of Transmittal (including Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9)
(a)(1)(iii)* Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees
(a)(1)(iv)* Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees
(a)(1)(v)* Notice of Withdrawal
(a)(5)(i)* Press Release issued by the Fund dated August 25, 2009
(a)(5)(ii)* Press Release issued by the Fund dated August 28, 2009
(a)(5)(iii)* Press Release issued by the Fund dated September 14, 2009
(a)(5)(iv)** Press Release issued by the Fund dated September 29, 2009
* Previously Filed
** Filed herewith.